Gatos Silver, Inc. (NYSE/TSX: GATO) (“Gatos Silver” or the
“Company”) today announced the date of a special meeting of
stockholders (the “Special Meeting”) and the filing of its
definitive proxy statement in connection with the previously
announced Agreement and Plan of Merger (the “Merger Agreement”)
with First Majestic Silver Corp. (“First Majestic”) (NYSE/TSX: AG)
(FSE: FMV) pursuant to which First Majestic will acquire all of the
issued and outstanding shares of common stock of Gatos Silver (the
“Transaction”).
Gatos Silver notified its stockholders that the
Special Meeting will take place virtually on Tuesday, January 14,
2025, at 10:00 a.m., Pacific Time. Stockholders of record as
of November 25, 2024 (the “Record Date”) are eligible to vote at
the Special Meeting.
Gatos Silver stockholders will be asked to vote
on the adoption of the Merger Agreement and the adjournment of the
Special Meeting in certain circumstances. Gatos Silver’s Board of
Directors unanimously recommends that Gatos Silver stockholders
vote in favor of both proposals.
First Majestic shareholders are required to
approve the issuance of the First Majestic common shares in
connection with the Transaction, and accordingly, First Majestic
has announced that it will hold its shareholder meeting in-person
on Tuesday, January 14, 2025, at 11:00 a.m., Pacific Time, one hour
following the Special Meeting.
For more information regarding First Majestic’s
shareholder meeting, see First Majestic’s SEDAR+ profile at
www.sedarplus.ca.
Subject to the approval of Gatos Silver’s
stockholders and First Majestic’s shareholders and the satisfaction
or waiver of other conditions precedent, it is anticipated that the
Transaction will close in early 2025.
Gatos Silver currently expects to send the
meeting materials for the Special Meeting to stockholders of record
as of the Record Date on or about December 6, 2024; however,
delivery of materials to some Canadian stockholders may be impacted
by the ongoing Canada Post labour dispute which is affecting the
delivery of mail within Canada.
Important Information for Investors and
Stockholders about the Transaction and Where to Find
It
This news release is not intended to and
does not constitute an offer to buy or sell or the solicitation of
an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities of First Majestic or Gatos Silver or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities of
First Majestic or Gatos Silver in any jurisdiction in contravention
of applicable law. This news release may be deemed to be soliciting
material relating to the Transaction.
In connection with the Transaction between First
Majestic and Gatos Silver pursuant to the Merger Agreement and
subject to future developments, First Majestic filed with the U.S.
Securities and Exchange Commission (the “SEC”) a registration
statement on Form F-4 that includes a Proxy Statement of Gatos
Silver that also constitutes a Prospectus of First Majestic (the
“Proxy Statement/Prospectus”) and other documents. Each of First
Majestic and Gatos Silver may also file other relevant documents
with the SEC regarding the Transaction. The registration statement
on Form F-4 was declared effective by the SEC on December 2, 2024.
Gatos Silver filed a Proxy Statement/Prospectus with the SEC on
December 3, 2024 which it plans to mail to its stockholders in
connection with the Transaction. First Majestic will also file a
management proxy circular in connection with the Transaction with
applicable Canadian securities regulatory authorities and First
Majestic will deliver its management proxy circular to First
Majestic shareholders. This news release is not a substitute for
any registration statement, proxy statement, prospectus or other
document First Majestic or Gatos Silver has filed or may file with
the SEC or Canadian securities regulatory authorities in connection
with the pending Transaction. INVESTORS AND SECURITY HOLDERS OF
GATOS SILVER AND FIRST MAJESTIC ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND MANAGEMENT PROXY CIRCULAR, RESPECTIVELY,
AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC
OR CANADIAN SECURITIES REGULATORY AUTHORITIES AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS THERETO CAREFULLY IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE TRANSACTION BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST MAJESTIC,
GATOS SILVER, THE TRANSACTION AND RELATED MATTERS. Investors and
security holders are able to obtain free copies of the Proxy
Statement/Prospectus, the filings with the SEC that are and will be
incorporated by reference into the Proxy Statement/Prospectus and
other documents filed with the SEC by First Majestic and Gatos
Silver containing important information about First Majestic or
Gatos Silver and the Transaction through the website maintained by
the SEC at www.sec.gov. Investors are also able to obtain free
copies of the management proxy circular and other documents filed
with Canadian securities regulatory authorities by First Majestic,
through the website maintained by the Canadian Securities
Administrators at www.sedarplus.ca. In addition, investors and
security holders are able to obtain free copies of the documents
filed by First Majestic with the SEC and Canadian securities
regulatory authorities on First Majestic’s website at
www.firstmajestic.com or by contacting First Majestic’s investor
relations team. Copies of the documents filed with the SEC by Gatos
Silver are available free of charge on Gatos Silver’s website or by
contacting Gatos Silver’s investor relations team.
Participants in the Merger
Solicitation
First Majestic, Gatos Silver and certain of
their respective directors, executive officers and employees may be
considered participants in the solicitation of proxies in
connection with the proposed Transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of the shareholders of First Majestic and the
stockholders of Gatos Silver in connection with the Transaction,
including a description of their respective direct or indirect
interests, by security holdings or otherwise, is included in the
Proxy Statement/Prospectus described above and other relevant
documents filed with the SEC and Canadian securities regulatory
authorities in connection with the Transaction. Additional
information regarding First Majestic’s directors and executive
officers is also included in First Majestic’s Notice of Annual
Meeting of Shareholders and 2024 Proxy Statement, which was filed
with the SEC and Canadian securities regulatory authorities on
April 15, 2024, and information regarding Gatos Silver’s directors
and executive officers is also included in Gatos Silver’s Annual
Report on Form 10-K for the year ended December 31, 2023 filed with
the SEC on February 20, 2024, as amended by Amendment No. 1 to such
annual report filed with the SEC on May 6, 2024 and Gatos Silver’s
2024 Proxy Statement for its 2024 Annual Meeting of Stockholders,
which was filed with the SEC on April 25, 2024. These documents are
available free of charge as described above.
About Gatos Silver
Gatos Silver is a silver dominant exploration,
development and production company that discovered a new silver and
zinc-rich mineral district in southern Chihuahua State, Mexico. As
a 70% owner of the Los Gatos Joint Venture (“LGJV”), the Company is
primarily focused on operating the Cerro Los Gatos mine and on
growth and development of the Los Gatos district. The LGJV includes
approximately 103,000 hectares of mineral rights, representing a
highly prospective and under-explored district with numerous
silver-zinc-lead epithermal mineralized zones identified as
priority targets.
On September 5, 2024, Gatos Silver and First
Majestic announced that they entered into the Merger Agreement
pursuant to which First Majestic will acquire all of the issued and
outstanding common shares of Gatos Silver. The proposed Transaction
would consolidate three world-class, producing silver mining
districts in Mexico to create a leading intermediate primary silver
producer. Information relating to the proposed Transaction can be
found at the Company’s website at www.gatossilver.com.
Cautionary Note Regarding Forward
Looking Statements
This news release contains “forward‐looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, which are intended to be covered by the safe
harbor created by such sections and other applicable laws and
“forward‐looking information” under applicable Canadian securities
laws (collectively, “forward‐looking statements”). These statements
relate to future events of First Majestic and/or Gatos Silver that
are based on assumptions of management of First Majestic and/or
Gatos Silver made in good faith in light of management's experience
and perception of future developments. Forward‐looking statements
in this news release include, but are not limited to, statements
with respect to: closing of the Transaction and the terms and
timing related thereto; the timing and receipt of required
shareholder and other approvals; satisfaction of the conditions to
completion of the Transaction; and the anticipated timing of
mailing proxy statements and circulars regarding the Transaction.
Assumptions may prove to be incorrect and actual results may differ
materially from those anticipated. Consequently, guidance cannot be
guaranteed. As such, investors are cautioned not to place undue
reliance upon guidance and forward‐looking statements as there can
be no assurance that the plans, assumptions or expectations upon
which they are placed will occur.
Actual results may vary from forward‐looking
statements. Forward‐looking statements are subject to known and
unknown risks, uncertainties and other factors that may cause
actual results to materially differ from those expressed or implied
by such forward‐looking statements, including but not limited to
those factors discussed in (a) the section entitled “Description of
the Business ‐ Risk Factors” in First Majestic’s most recently
filed Annual Information Form, available under its profile on
SEDAR+ at www.sedarplus.ca, and as an exhibit to its most recently
filed Form 40‐F available on EDGAR at www.sec.gov/edgar or on First
Majestic’s website and (b) the Gatos Silver’s Annual Report on Form
10-K for the year ended December 31, 2023, available on EDGAR at
www.sec.gov/edgar or on Gatos Silver’s website. First Majestic is
not affirming or adopting any statements or reports attributed to
Gatos Silver in this news release or made by Gatos Silver outside
of this news release. Gatos Silver is not affirming or adopting any
statements or reports attributed to First Majestic in this news
release or made by First Majestic outside of this news
release. Although First Majestic and Gatos Silver have
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward‐looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended.
First Majestic and Gatos Silver believe that the
expectations reflected in these forward-looking statements are
reasonable, but no assurance can be given that these expectations
will prove to be correct and such forward-looking statements
included herein should not be unduly relied upon. These statements
speak only as of the date hereof. First Majestic and Gatos Silver
do not intend, and do not assume any obligation, to update these
forward-looking statements or forward-looking information, except
as required by applicable laws.
Investors and Media Contact
André van NiekerkChief Financial
Officerinvestors@gatossilver.com(604) 424 0984
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